SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-29697
CARAVAN ACQUISITION CORPORATION
(Exact name of registrant as specified in its
charter)
DELAWARE 52-2218869
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1118 Homer Street, Suite 229
Vancouver, British Columbia, Canada V6B 6L5
(Address of principal executive offices (zip code)
604/899-3224
(Registrant's telephone number, including area
code)
Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of
1934 during the last 12 months (or for such
shorter period that the registrant was required
to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each
of the issuer's classes of common equity, as of
the latest practicable date.
Class Outstanding at March 31,2001
Common Stock,
par value $0.0001 5,212,500
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF MARCH 31, 2001
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 INDEPENDENT ACCOUNTANTS' REPORT
PAGE 2 BALANCE SHEET AS OF MARCH 31, 2001 (UNAUDITED)
PAGE 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 2001 AND 2000 AND
FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
TO MARCH 31, 2001(UNAUDITED)
PAGE 4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
THREE MONTHS ENDED MARCH 31, 2001 AND 2000 AND
FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
TO MARCH 31, 2001 (UNAUDITED)
PAGE 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF
MARCH 31, 2001 (UNAUDITED)
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of:
Caravan Acquisition Corporation
We have reviewed the accompanying balance sheet of Caravan Acquisition
Corporation (a development stage company) as of March 31, 2001 and the
statements of operations and cash flows for the three months ended March
31, 2001 and for the period March 24, 1999 (inception) to March 31, 2001.
These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them
to be in conformity with generally accepted accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
May 17, 2001
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MARCH 31, 2001
------------------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 20,314
Prepaid expenses 920
----------
Total Current Assets 21,234
----------
PROPERTY AND EQUIPMENT NET -
----------
OTHER ASSETS
Intangibles net 447
Deposits 664
----------
Total Other Assets 1,111
TOTAL ASSETS $ 22,345
----------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and
accrued expenses 5,800
----------
Total Current Liabilities 5,800
----------
STOCKHOLDERS' EQUITY
Preferred stock $0.001 par value,
20,000,000 shares authorized, none
issued and outstanding.
Common stock, $0.001 par value,
100,000,000 shares authorized,
5,212,500 shares issued and
outstanding. 521
Additional paid-in capital 103,639
Deficit accumulated during development stage (68,890)
Less: Subscriptions receivable (18,725)
----------
TOTAL STOCKHOLDERS' EQUITY 16,545
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,345
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
Cumulative
For The Three For The Three March 24, 1999
Months Ended Months Ended (Inception) to
March 31, 2001 March 31, 2000 March 31, 2001
-------------- -------------- --------------
INCOME $ - - $ -
Expenses
Amortization 23 23
Bank Charges 10 10
Professional Fees 8,799 58,799
Organization expense - 535
Rent 3,129 3,568
Website costs 300 723
Licenses 100 140
Telephone 292 292
Consulting Fees 4,800 4,800
-------- ---------- ---------
TOTAL EXPENSES 17,453 - 68,890
-------- ---------- ---------
NET LOSS $ (17,453) $ - $ (68,890)
-------- ---------- ---------
NET LOSS PER COMMON SHARE AND
EQUIVALENTS BASIC AND DILUTED $ - $ - $ (.02)
-------- ---------- ---------
WEIGHTED AVERAGE SHARES
OUTSTANDING DURING THE PERIOD
BASIC AND DILUTED 5,091,037 - 2,832,675
CARAVAN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
Cumulative
For The Three For The Three March 24, 1999
Months Ended Months Ended (Inception) to
March 31, 2001 March 31, 2000 March 31, 2001
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (Loss) $ (17,453) $ (68,890)
Adjustments to reconcile net
(loss) to net cash (used in)
operating activities:
Amortization 23 23
Contributed expenses 50,535
Changes in operating assets
and liabilities:
(Increase) decrease in:
Prepaid expenses (434) (920)
Increase (Decrease) in:
Accounts payable & accrued
expenses 5,800 5,800
Loan payable shareholder (1,488) -
----------- ------------ -------------
Net Cash (Used In) Operating
Activities (13,552) - (13,452)
----------- ------------ -------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Deposits (664) (664)
----------- ------------ -------------
Net Cash (Used In)
Investing Activities (664) - (664)
----------- ------------ -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from stock issuance 34,400 34,900
Funds used to redeem common stock - (470)
----------- ------------ -------------
Net Cash Provided by Financing
Activities 34,400 - 34,430
----------- ------------ -------------
NET INCREASE (DECREASE) IN CASH 20,184 - 20,314
CASH BEGINNING OF PERIOD 130 - -0-
----------- ------------ -------------
CASH END OF PERIOD $ 20,314 - $ 20,314
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and Exchange
Commission for interim financial information. Accordingly, they do
not include all the information necessary for a comprehensive
presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statements presentation. The results for
the interim period are not necessarily indicative of the results to be
expected for the year.
For further information, refer to the financial statements and footnotes
for the year ended December 31, 2000 included in the Company's form
10 KSB filed April 2, 2001.
NOTE 2 STOCK ISSUANCES
During the three months ended March 31, 2001, the Company issued
137,600 shares of common stock for proceeds of $34,400 and 74,900
shares for a subscription receivable of $18,725.
ITEM 2. PLAN OF OPERATIONS
(i) The Company was incorporated on March 24, 1999 as a
Delaware corporation and on February 25, 2000, registered its common
stock on a Form 10-SB registration statement filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g)
thereof. On November 30, 2000 Caravan issued an aggregate of
4,700,000 shares of its common stock in exchange for assets of
eVacationPro.com, an unincorporated Canadian business. The
management of the Company anticipated developing the Company into
an Internet travel information company targeted to the high-end leisure
traveler.
On March 28, 2001 the Company filed a registration statement
on Form SB-2 with the Securities and Exchange Commission to register
2,616,900 shares of its common stock held by fifty-one of its
securityholders. Due to general economic conditions in the Internet
travel industry the Company has decided not to pursue its activities in
the Internet travel industry. The Company intends to pursue
acquisitions in the United States in the oil and gas industry with a focus
on drilling for natural gas. On May 17, 2001 the Company filed with
the Securities and Exchange Commission a request to withdraw its
registration statement.
Caravan believes that it currently has enough cash on hand to
enable it to operate for the next five months. If, however, the Company
finds an acquisition candidate, the Company will need to raise
additional funds through the sale of its securities. To date Caravan has
raised funds through the issuance of shares of its common stock and
shareholder contributions. The funds Caravan has raised to date have
been applied towards legal fees, accounting fees, lease payments, phone
service payments and Caravan's general day to day operations. Caravan
has received advances in the amount of $1,488 from one of its
securityholders for funding of working capital requirements and start-up
expenses incurred by Caravan. These advances have been repaid.
The Company intends to take the steps required to cause its
common stock to be admitted to quotation on the NASD OTC Bulletin
Board or, if it then meets the financial and other requirements thereof,
on the Nasdaq SmallCap Market, National Market System or regional
or national exchange.
The Company has not paid dividends on its common stock, and
intends to reinvest its earnings, if any, to support its working capital
requirements.
(ii) The Company does not expect to purchase or sell any
manufacturing facilities or significant equipment over the next twelve
months.
(iii) Unless the Company is successful in an acquisition in the oil
and gas industry the Company does not foresee any significant changes
in the number of its employees over the next twelve months.
PART 2 OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES
During the three months ended March 31, 2001, the Company
issued an aggregate of 137,600 shares of its common stock for proceeds
to the Company of $34,400. The Company also issued 74,900 shares of
its common stock for a subscription receivable of $18,725. These
issuances were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended, as transactions by an issuer not
involving any public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
(b) Reports on Form 8K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CARAVAN ACQUISITION CORPORATION
By:
/s/ Nancy Wells
Nancy Wells, President
By:
/s/ Alina Nikolaeva
Alina Nikolaeva, Treasurer
Dated: May 21, 2001